By Scott Matusow:Yesterday, at the annual Obagi Medical Products (OMPI) (pps: $13.60, market cap: $254.76M) shareholders meeting, shareholders overwhelmingly voted against ratifying its shareholders Rights Plan, also know as a "poison pill," by a 3 to 1 margin. The proposal by management was carefully considered and recommended by a leading proxy advisory firm, Institutional Shareholder Services, but still nonetheless, voted down.Created in the 1980s by M&A lawyer Martin Lipton, the so-called "poison pill" is a tactic public companies use to thwart hostile takeovers. In effect, it is an agreement adopted by a company's board of directors that makes the target's stock prohibitively expensive or otherwise unattractive to an unwanted acquirer. To date, no takeover bid has ever seen a poison pill fully executed - management teams typically have used the strategy as a deterrent and negotiation tool, buying their company time to bargain for a better purchase price.But shareholders oftenComplete Story »

The inventor of the “poison pill” corporate takeover defence says there is a “dramatic difference” between Canada and the United States when it comes to company buyouts, with the U.S. leaning toward quicker takeovers with less resistance.
“There’s no one in his right mind who’s advising a board in the U.S. who would say ‘just say no’ [to a takeover bid],” Martin Lipton said Tuesday in Toronto during a panel session led by Ontario Securities Commission chair Howard Wetston.

On Halloween, infamous corporate raider Carl Icahn showed up on Netflix’ doorstep with something designed to truly frighten those in charge of the troubled DVD-and-streaming-video giant: an announcement that he’d taken a nearly 10% share in the company, the opening move in a possible hostile takeover — or at least some sort of big shakeup — that would likely leave a lot of the current execs looking for new jobs.

CALGARY – Canadian Oil Sands Ltd.’s response to Suncor Energy Inc.’s $4.3-billion hostile bid comes at an awkward time for the country’s securities regulators, who are proposing new takeover rules that mirror COS’s new shareholder rights plan designed to fend off the takeover.

Delaware Chancery Court Judge Donald Parsons has rejected Dan Loeb’s request to overturn Sotheby's (BID) corporate defense mechanism, which will kick in if an investor acquires more than 10% stake in the company.

By Scott Matusow:I chose the title to this article based on the old adage of "sh**t or get off the pot" -- my sentiments regarding the ongoing Obagi Medical Products (OMPI) saga that has escalated to its current point after VOCE Capital Management wrote an updated note to Obagi shareholders

For those who thought shareholder activism has been on the wane this year, take a bow. For those who thought management has won more of the proxy battles this year take another bow.
Those are two of the findings contained in the 2016 Proxy Season Review to be published Thursday by Kingsdale Shareholder Services. Specifically, for the first half of the year, there have been 23 such contests — or less than half when compared with the 55 that occurred in 2015. In the five years before 2015, there were about 30 such contests a year.